Responding to False Allegations from Those Opposed to Bylaws Reforms

First of all, we need to make clear that we’re not going to stoop to the level of those opposed to Bylaws reform who make outlandish allegations with no real facts to back them up. We don’t know why some of those people, call those of us proposing the bylaws corporatists or whatever other names they think may get the attention of Pacifica members. And frankly, we are shocked and dismayed with the intensity of the false allegations about the intentions of us in the Pacifica Restructuring Project (PRP) and about what the new Bylaws would and would not do. We are going to continue to stick with the facts, rather than act like what you see certain politicians doing on TV and with tweets – which is what we are also seeing from some opposed to Bylaws reform

None of us in PRP wants any underwriting or sponsorship of programs or stations by large corporations or similar entity. We don’t want them threatening to withdraw sponsorship if we don’t do what they want regarding shows we broadcast.

We are proposing a hybrid board that takes the best of both types of boards – with some elected and some appointed and experienced members with proven skills with non-profits and media. After all the new Board members are seated, the elected members (chosen by the members of each station) will participate in selecting the at-large board members. Few non-profits have all elected boards. The new Bylaws will ensure that members can still participate in choosing board members, but also make sure that people with governance skills are on the boards. The proposed Transition At-Large board members have been chosen because of their experience, skills, and expertise. The Pacifica National Boards (PNBs) for the last 17 years or so have had few members with any skills such as reading a financial statement or solving financial problems, and the ones with those skills are often out-voted by those having political agendas.

Direct election of a Director from each of our five stations makes them more accountable to the members, too. Now, Directors are accountable only to the Delegates/Local Station Boards, many of whom were not even elected by the members but who are filling vacancies of those driven away by the dysfunction on our LSBs.

Managers across Pacifica have noted how the LSBs have done more harm than good, serving to run off supporters (especially major donors) than to attract donors and volunteers. It’s even difficult to get enough candidates for the LSBs who actually want to help their station – many do nothing but just attend meetings, give advice about topics they know little about, and try to micromanage.

Community Advisory Boards are necessary because they are mandated by the FCC in order to keep our broadcast license. Current LSB members who actually want to help their station may serve on their CAB or other local committees (to help with fundraising and outreach, for example). At some stations it’s hard to find CAB members because those interested in programming want to run for their Local Station Board instead. The LSBs have little power beyond choosing among themselves who will serve on the Pacifica National Board. But the LSBs cause a lot of problems. Eliminating the LSBs will save a lot of money and rancor and may encourage more listeners to serve on their local CAB. Direct election of PNB is more democratic, and smaller boards mean that each board member will have a greater ability to get things done.

Those of us working on writing the new bylaws had a lot of discussions about whether there should be staff on the board. We didn’t all agree. However, in the end we opted for no staff on the PNB. The reasoning is that staff already have a lot of power, especially if they are on the air. We’ve had a number of good staff members on our boards, but we’ve also seen a number who abuse their position, putting pressure on local management in decisions about hiring and giving people shows – especially for themselves and their friends. Making good radio and being a good board members are different skills and some LSB members are in denial about conflicts of interest. Even though there have been staff on the PNB (5 total at a time), most have not been very active board members. It’s been hard to find staff who want to run because our long non-productive meetings take a lot of time and cause a lot of frustrations.

No one wants to sell any stations or swap, but it might come to that, especially if our governance (which is in turn defined by our Bylaws) is not reformed. The other thing that might happen is a signal swap (of a license for one with fewer people in the broadcast area). No one wants that either, l but it would be better than the sale of a license. Selling buildings or swapping a license is more likely with the current system than if we can get new Bylaws with Board members who know how to attract donors, get grants, etc.. The financial reality is that something has to happen to generate a lot of money in a big hurry. The only buildings Pacifica has (in Berkeley, LA, and Houston) are collateral for the loan that is due in full April 2021. Pacifica is going down a financial rabbit hole, new bylaws or old. Under the new bylaws there’s a good chance of saving our buildings and licenses. Our lawyers, accountants, and auditors, plus even the California AG’s office have told us the best chance to save Pacifica is to reform our governance, and that without reform our Foundation is unlikely to survive . Under the current bylaws, drastic actions are almost certain to be needed to pay off the big loan next year.

The nine of us who worked to write the new bylaws are very much in favor of keeping the whole network intact, if that’s possible. Statements to the contrary, by those opposed to Bylaws reform, are just not true.

The new bylaws, just like the current ones, call for a membership vote for or against the sale of major assets. We changed the quorum from 10% of the membership to 5%. We didn’t do that in order to sell anything. We did it because currently, for most elections in Pacifica, it is very hard to make quorum. We all know that a vote on anything controversial, such as selling or swapping a license, would involve way more than 10% of the members, so the change in quorum would be irrelevant in such cases, if they ever happen. Most members don’t want to vote on anything. Any sale or swap of a broadcast would also require FCC approval and be subject to challenges from members, so it would not be easy to do even if the Board wanted it. We have no idea what the new board will decide to do about the dire financial situation, but we know that the current Board majority has been unable to agree on any way to pay off the loan, and seems to instead be hoping for a miracle, such as someone donating $3 million to this Foundation that has a governance that has facilitated deficit spending and increased debts for years.

For more responses to incorrect allegations about the new Bylaws, see Aki Tanaka’s letter.

Susan da Silva and Bill Crosier